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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): January 29, 2024
KeyStar
Corp.
(Exact
name of registrant as specified in its charter)
Nevada |
|
000-56290 |
|
85-0738656 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification
No.) |
78
SW 7th Street, Suite
500, Miami,
Florida |
|
33130 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (866) 783-9435
9620
Las Vegas Blvd. S STE E4-98, Las Vegas, NV 89123
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
SECTION
5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Departure
of Certain Officer:
Effective
January 29, 2024, Mr. Walter Tabaschek (“Tabaschek”) resigned as KeyStar Corp’s., a Nevada corporation (the
“Company”) Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Treasurer. There
was no specific separation agreement. However, the Company did enter into a Consulting Agreement with Tabaschek, effective January 30,
2024 (the “Consulting Agreement”).
In
connection with the Consulting Agreement, Tabaschek will provide professional services as the interim Chief Financial Officer of the
Company as the Company may reasonably request, but limited to the review of the Company’s 2023 10-K and 2023 tax returns and the
general transferring of knowledge regarding the operation of the business. If the Company appoints a new Chief Financial Officer before
February 29, 2024, Tabaschek will no longer serve as interim Chief Financial Officer and will transition to a general consultant until
the end of the term of the Consulting Agreement on February 29, 2024. The Company may terminate the Consulting Agreement for convenience
at any time, without cause or further obligation, with at least two (2) calendar days’ written notice. Tabaschek may provide the
services by phone or video conference. Tabaschek may not assign, transfer, delegate or subcontract his rights or obligations under the
Consulting Agreement without the prior written consent of the Company. As part of the Consulting Agreement, Tabaschek will receive bi-monthly
compensation at a rate of $200 per hour payable on the 15th and last calendar day of each month in accordance with the Company’s
standard 1099 payroll policy. Compensation will be paid only for services that are performed upon request by the Company.
The
foregoing summary of the Consulting Agreement is qualified in its entirety by reference to the full text of the Consulting Agreement
which is attached hereto as Exhibit 10.1, and incorporated herein by reference. You are urged to read said exhibit attached hereto
in its entirety.
SECTION
9 - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 |
Financial Statements and Exhibits |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
January 30, 2024 |
KEYSTAR CORP. |
|
|
|
|
By: |
/s/
Bruce A. Cassidy |
|
|
Bruce
A. Cassidy, CEO |
Exhibit
10.1
CONSULTING
AGREEMENT
This
CONSULTING AGREEMENT (“Agreement”) is entered into this 30th day of January 2024 (“Effective
Date”) by and between KeyStar Corp., a Nevada corporation (the “Company”), and Walter Tabaschek,
a resident of Florida (“Consultant”). Company and Consultant may be referred to in this Agreement individually
as a “Party” and together as the “Parties.” This Agreement will supersede, and replace
in the entirety, any prior agreement between the Parties regarding the Services (defined below).
1. Services.
Consultant will provide the professional services as the Interim Chief Financial Officer of the Company (“Services”)
as the Company may reasonably request, limited to the review of the Company’s 2023 10-K and 2023 tax returns and the general transferring
of knowledge regarding the operation of the business. If the Company appoints a Chief Financial Officer before the End Date (defined
below), Consultant will no longer serve as Interim Chief Financial Officer and will transition to a general consultant until the End
Date. Consultant may provide the Services by phone or video conference. Consultant may not assign, transfer, delegate or subcontract
its rights or obligations under this Agreement without the prior written consent of Company.
2. Term
and Termination. This Agreement will commence on the Effective Date and will continue until February 29, 2024 (the “End
Date”). Company may terminate this Agreement for convenience at any time, without cause or further obligation, with at
least two (2) calendar days’ written notice. The following Sections will survive any termination or expiration of this Agreement:
Sections 4 (Indemnification), 5 (Confidentiality), 6 (Warranties) and 7 (General Provisions).
3. Fees
and Expenses.
(a) Consultant
will receive bi-monthly compensation at a rate of $200 per hour payable on the 15th and last calendar day of each month in
accordance with Company’s standard 1099 payroll policy (the “Compensation”). Compensation will be paid
only for Services that are performed upon request by Company.
(b) Consultant
will report to Company twice per calendar month an accurate record of time worked pursuant to Company’s standard 1099 timesheet
policy. Consultant’s timesheets will include at least the (i) hours worked, and (ii) a brief description of work performed. Billable
hours will be billed in increments of one-half hours.
4. Indemnification.
Nothing in this Agreement will be interpreted to limit Consultant’s rights under Article VI (Indemnification of Directors and
Officers) of the AMENDED AND RESTATED BYLAWS OF KEYSTAR CORP. a Nevada corporation, as Amended and Restated, effective as of September
28, 2022 (the “Bylaws”). Further, Company agrees that any subsequent amendment to the Bylaws limiting Director
and Officer rights under the foregoing Bylaws will not apply to Consultant.
5. Confidentiality.
(a) Confidential
Information. During the course of this Agreement, each Party may disclose to the other certain non-public information or materials
relating to a Party or its products, customers, business partners, information identifiable to any individual, intellectual property,
business, marketing programs and efforts, and other confidential information and trade secrets (“Confidential Information”).
Notwithstanding the foregoing, Confidential Information does not include information that: (i) is or becomes publicly available through
no breach by the receiving Party of this Agreement; (ii) was previously known to the receiving Party outside of the Confidential Information
of the other Party, prior to the date of disclosure, as evidenced by contemporaneous written records; (iii) was acquired from a third
party without any breach of any obligation of confidentiality; (iv) was independently developed by a Party hereto without reference to
Confidential Information of the other Party; or (v) is required to be disclosed pursuant to a subpoena or other similar order of any
court or government agency; provided, however, that Party receiving such subpoena or order will promptly inform the other Party
in writing and provide a copy thereof, and will only disclose that Confidential Information necessary to comply with such subpoena or
order.
(b) Protection
of Confidential Information. Except as expressly provided herein, the receiving Party will not use or disclose any Confidential Information
of the disclosing Party without the disclosing Party’s prior written consent, except disclosure to and subsequent uses by the receiving
Party’s employees or consultants on a need-to-know basis. Subject to the foregoing nondisclosure and non-use obligations, the receiving
Party agrees to use at least the same care and precaution in protecting such Confidential Information as the receiving Party uses to
protect the receiving Party’s own Confidential Information and trade secrets, and in no event less than reasonable care. Each Party
acknowledges that due to the unique nature of the other Party’s Confidential Information, the disclosing Party will not have an
adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to
any other remedies that may be available in law, in equity or otherwise, the disclosing Party will be entitled to seek injunctive relief
to prevent such unauthorized use or disclosure. Neither Party may remove or alter any proprietary markings (e.g., copyright and trademark
notices) on the other Party’s Confidential Information.
6. Warranties.
Consultant represents and warrants that: (a) he has full power, capacity and authority to enter into and perform this Agreement and to
make the grant of rights contained herein, and Consultant’s performance of this Agreement does not violate or conflict with any
agreement to which Consultant is a party; (b) the Services will be performed in a professional, workmanlike manner consistent with the
level of care, skill, practice and judgment exercised by other professionals in performing Services of a similar nature under similar
circumstances by personnel with requisite skills, qualifications and licenses needed to carry out such work; and (c) there is no pending
or threatened litigation that would have a material adverse impact on his performance under the Agreement. EXCEPT AS EXPRESSLY STATED
IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, OR TITLE/NON-INFRINGEMENT AND ALL SUCH
WARRANTIES ARE HEREBY SPECIFICALLY DISCLAIMED.
7. General
Provisions. It is the express intent of the Parties that Consultant is an independent contractor and not an employee, agent,
joint venturer or partner of Company. Consultant will not be entitled to participate in any plans, arrangements, or distributions by
Company pertaining to any bonus, profit sharing, insurance or similar benefits for Company employees. This Agreement contains all of
the covenants and agreements between the Parties with respect to the rendering of the Services and any other matter hereunder, and supersedes
any and all prior negotiations, representations and agreements, whether written or oral, between the Parties with respect to the rendering
of such Services and any other matter hereunder. No other agreement, statement or promise contained in this Agreement, and no changes
or modifications to the Agreement, will be effective unless it is in writing and signed by both Parties. All waivers hereunder must be
in writing, and failure at any time to require the other Party’s performance of any obligation under this Agreement will not affect
the right subsequently to require performance of that obligation. The interpretation and enforcement of this Agreement will be governed
by the law of the State of Nevada without regard to that state’s conflict of law principles.
8. Counterpart
Execution. The Parties may sign this Agreement in multiple counterparts, each of which will be deemed an original, but all of
which together will constitute one instrument. This Agreement may be executed (a) as an original written signature in ink, (b) by facsimile
signature (e.g., a signature reproduction by physical or electronic impression or stamp) or (c) by any electronic signature complying
with (i) the United States Electronic Signatures in Global and National Commerce Act (ESIGN Act) (e.g., DocuSign®), (ii) the laws
of the State and/or (C) with respect to a particular person signing this Agreement, the laws of the state in which such person executed
this Agreement.
The
Parties have caused this Agreement to be executed as of the Effective Date.
CONSULTANT: |
|
COMPANY: |
|
|
|
|
|
Keystar
Corp. |
/s/
Walter Tabaschek |
|
|
|
Walter
Tabaschek |
|
By: |
/s/ Bruce
Cassidy |
|
|
|
Bruce
Cassidy, its CEO |
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